Company registration number 11145951 (England and Wales)
NAITIVE TECHNOLOGIES LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
PAGES FOR FILING WITH REGISTRAR
NAITIVE TECHNOLOGIES LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
NAITIVE TECHNOLOGIES LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2023
31 January 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
5
9,058
Tangible assets
6
14,564
17,049
23,622
17,049
Current assets
Debtors
7
166,930
54,730
Cash at bank and in hand
1,565,445
2,530,286
1,732,375
2,585,016
Creditors: amounts falling due within one year
8
(103,094)
(51,286)
Net current assets
1,629,281
2,533,730
Net assets
1,652,903
2,550,779
Capital and reserves
Called up share capital
11
16
13
Share premium account
3,084,935
3,034,977
Share option reserve
71,617
Profit and loss reserves
(1,503,665)
(484,211)
Total equity
1,652,903
2,550,779
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 April 2023 and are signed on its behalf by:
Dr W T E Briggs
Director
Company Registration No. 11145951
NAITIVE TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
- 2 -
1
Accounting policies
Company information
Naitive Technologies Limited is a private company limited by shares incorporated in England and Wales. The registered office is Taylor Vinters, Merlin Place, Milton Road, Milton, CAMBRIDGE, CB4 0DP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Intangible fixed assets other than goodwill
Intangible assets acquired are initially recognised at cost and are subsequently measured at cost less accumulated amortisation.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Patents
10 years straight line
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Computer equipment
3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and includes deposits held at call with banks.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
NAITIVE TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 3 -
Basic financial assets
Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, are recognised at transaction price including transaction costs.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.8
Taxation
The tax expense represents the sum of the tax currently receivable.
Current tax
The tax currently receivable is based on taxable result for the year. Taxable result differs from net loss as reported in the profit and loss account because it excludes items of expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s current tax asset is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Share-based payments
Equity-settled share-based payments will be measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date will be expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment will be made to equity.
In the case of options granted, fair value is measured by a Black-Scholes pricing model.
1.12
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
NAITIVE TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
1
Accounting policies
(Continued)
- 4 -
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. In the case of options granted, fair value is measured by a Black-Scholes pricing model.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
14
7
4
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(90,652)
(47,723)
Taxation for the year includes a repayable research and development tax credit of £90,652 (2022 - £47,723). Other gains includes a research and development expenditure credit of £9,655 (2022 - £0).
NAITIVE TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 5 -
5
Intangible fixed assets
Patents
£
Cost
At 1 February 2022
Additions
9,063
At 31 January 2023
9,063
Amortisation and impairment
At 1 February 2022
Amortisation charged for the year
5
At 31 January 2023
5
Carrying amount
At 31 January 2023
9,058
At 31 January 2022
6
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 February 2022
24,422
Additions
6,826
At 31 January 2023
31,248
Depreciation and impairment
At 1 February 2022
7,373
Depreciation charged in the year
9,311
At 31 January 2023
16,684
Carrying amount
At 31 January 2023
14,564
At 31 January 2022
17,049
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
166,930
54,730
NAITIVE TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 6 -
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
14,534
6,087
Taxation and social security
25,404
22,261
Other creditors
63,156
22,938
103,094
51,286
9
Deferred taxation
A deferred tax asset of approximately £242,000 (2022 - £41,000) relating to trading losses, net of accelerated capital allowances, has not been reflected on the basis that deferred tax assets shall be recognised only to the extent that it is probable that they will be recovered.
10
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 February 2022
3,109
0.0001
Granted
4,669
3,109
0.0001
0.0001
Forfeited
(1,212)
0.0001
Outstanding at 31 January 2023
6,566
3,109
0.0001
0.0001
Exercisable at 31 January 2023
1,153
At the beginning of the year there were 3,109 share options, 1,813 to company directors and 1,296 to employees, with a weighted average exercise price of £0.0001.
There were 4,669 share options granted to employees during the year.
At the end of the year there were 6,566 share options, 1,813 to company directors and 4,753 to employees, with a weighted average exercise price of £0.0001.
1,212 share options were forfeited in the year. No share options were exercised or expired during the year.
The vesting period is 25% on the first anniversary of the grant and 1/48 per month thereafter.
In the case of options granted, fair value is measured by a Black-Scholes pricing model.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £71,617 (2022 - £-) which related to equity settled share based payment transactions.
NAITIVE TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023
- 7 -
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of 0.01p each
90,000
90,000
9
9
A1 Ordinary shares of 0.01p each
32,630
32,630
3
3
A2 Ordinary shares of 0.01p each
3,625
3,625
-
-
B Ordinary shares of 0.01p each
13,454
12,649
1
1
Growth shares of 0.01p each
28,336
-
3
-
168,045
138,904
16
13
At the balance sheet date 25,000 (2022 - 25,000) Ordinary £0.0001 shares and 6,667 (2022 - 0) Growth £0.0001 shares were unpaid. All other shares were paid.
The Ordinary, A1 Ordinary, A2 Ordinary and B Ordinary shares (together ‘the equity shares’) have voting rights, full dividend rights and distributions shall be made among all holders of the shares pari passu. They do not confer any rights of redemption. On a distribution of assets on liquidation or return of capital, the surplus assets available after payment of the company's liabilities shall be distributed to the holders of the equity shares so that there will be paid a 1x participating preference of the original subscription monies to the holders of A and B shares.
The Growth shares have no voting rights or rights to dividends or other distributions.
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Christopher Rayner FCA
Statutory Auditor:
Craufurd Hale Audit Services Limited
13
Related party transactions
Included in administrative expenses is £20,000 (2022 - £135,662) charged to the company for professional services, including management, arrangement and monitoring fees, by Mercia Fund Management Limited, a company with significant control.